


Substitute Slayer

by Revans_Mask



Category: Buffy the Vampire Slayer (TV)
Genre: Alpha!Faith, Alpha/Beta/Omega Dynamics, Blow Jobs, Come Shot, Cunnilingus, F/F, G!P, Jealousy, Knotting, Light Dom/sub, Magic, Magic Cock, Mating Cycles/In Heat, Non-Traditional Alpha/Beta/Omega Dynamics, Omega!Willow, Porn with Feelings, Possessive Sex, Rutting, Shameless Smut, Size Kink, Teasing, Unrequited Crush, Vaginal Sex
Language: English
Status: Completed
Published: 2018-04-21
Updated: 2018-12-08
Packaged: 2019-04-25 17:17:54
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 11,580
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14383329
Author URL: https://archiveofourown.org/users/Revans_Mask/pseuds/Revans_Mask
Summary: For a long time, Willow has had a crush on Buffy, but unfortunately, the feeling isn't mutual. However, when she finds herself alone with Faith during her heat, she may discover that another slayer is just what she needs.





	1. Chapter 1

**Author's Note:**

> So, this story is loosely set later in Season 3, with all the characters being of age. However, the details of the relationships aren't quite the same, and Faith hasn't gone over to the dark side. Seriously, though, don't worry too much about the set-up. It's mostly just pure smut that I got stuck in my head and had to get down on the page.

Willow slumped down against the wall of the crypt, breathing hard.  Her heart was pounding, and her skin was covered in a thin layer of sweat.   _That, and vampire dust._  There had been more of the monsters than she’d expected to find on a routine sweep of Sunnydale’s underbelly, and the ensuing battle had been ferocious.

Her patrol partner hadn’t been affected the same way.  Faith paced back and forth across the crypt, visibly energized after the fight.  “Damn,” she laughed, “That was really something.”

“Something terrible,” Willow panted.  “I’m lucky not to be dead.”

“And doesn’t that make you feel alive?”  Faith stretched, the motion pulling her clinging tank top up. Even in the torch light, it offered a tantalizing glimpse of her toned abdomen, but Willow did her best not to look.  Faith might have been an attractive alpha, but she was also a smug, obnoxious one, and Willow didn’t need any confusing feelings, especially not right now.

“I guess,” she conceded.  Sure, most of the fight had been terrifying.  Pinned against the wall by a huge vampire with bad skin and a worse haircut, his teeth at her throat, Willow had been half convinced she was about to die. And yet, when Faith had jammed her stake into the vamp’s back and he had exploded in a cloud of dust all around Willow… loathe as she was to say it aloud, it _had_ been a thrill.

Apparently Faith found her admission halfhearted because she stalked toward Willow, a gleam in her dark eyes.  “You guess? Come on, Red. Tell me that didn’t get your blood pumping.”

Willow bit the inside of her lip, trying to focus.  The closer Faith got, the thicker her scent became. It was heavy, earth, and sweat, and power all in mixed together. It was also far too interesting.  In spite of her suppressants, Willow had been dealing with a persistent throb between her legs for two days, and the alpha’s presence wasn’t helping. “What is it you want, Faith?”

Abruptly, Faith stopped advancing. She put her hands on her hips and shot Willow a predatory look.  “I dunno. I think a better question would be, what do you want? Because your scent’s starting to give me ideas.”

“My scent?” Willow stammered.  She tried to back away, but sitting up against the wall, there was nowhere for her to go.  “It can’t… I mean, I don’t know what you mean.”

Faith smirked, the expression irritatingly sexy in spite of its arrogance.  “You’re thinking this can’t be happening. Not with the meds. Well, guess what?  Slayers aren’t like most alphas. Or did you think it was only B that could make you feel this way?”

Willow squirmed uncomfortably.  It felt as if Faith could see right through her, straight to the dirty secret she’d been hiding for years.  That she knew how many nights Willow had spent twisting in her bed, pleasuring herself over and over to thoughts of her best friend, her heat only half held at bay by her suppressants.

 _But that’s just Buffy_ , she’d told herself. _It’s my feelings for her that do that._  That’s why, given her heat, she’d thought it would be safer to patrol with Faith, leaving Buffy and the rest of the Scoobies to handle the rest of the graveyards, crypts, and dark alleys that were spread across Sunnydale.

She’d been wrong. “Buffy’s just my friend,” Willow protested, but her words fooled neither herself nor Faith.

“Yeah, right, Red.  I’ve seen you check her out when you think no one’s looking.  It must be a wicked bummer that she picked Angel over you. Another alpha, and a vampire at that, instead of the sweet, innocent omega whose just dying to offer herself up.”

Faith took another step toward her, her pheromones filling Willow’s nostrils.  “You’re not her,” Willow objected, but Faith only laughed.

“No, but I’m still a slayer, and that turns you on. B’s not the only one you’ve been scoping out. You know that I can fuck you till you can’t stand, and that makes you crazy.”

At the alpha’s words, Willow trembled. The rational, sensible part of her wanted to put a stop to this, but she couldn’t. She couldn’t even get up to look Faith in the face. Her legs were rubber and her eyes were fixed on the slayer, especially the growing bulge beneath her tight leather pants.  Female alphas didn’t change unless they were aroused, and the knowledge that she was turning Faith on sent an uncomfortable shiver through Willow.

Faith could read her like an open book.  “You want a better look?” she growled. The words were more an assertion than a question, and when Willow didn’t manage to disagree, Faith began stripping.

Her leather jacket came off first, exposing her bare shoulders and arms. Slaying had left both gorgeously defined, and a whimper came from Willow’s throat. All she could think of was what it would feel like to be swept up in those arms, pinned against the wall and held in place while…

She tried to stop that train of thought, but Faith refused to let her. Instead of taking off her tank-top, she went straight to her pants. The slayer shimmied out of them with a little shake of her hips, and when her underwear was pulled down too, what was beneath made Willow gasp.

_How does she even keep that thing in her pants when she shifts?_

Oz had seemed perfectly adequate the few times she’d been with the beta, but Faith was something else entirely.  Her cock was huge, with a head so thick Willow wasn’t sure it would even fit inside her. And yet the most primal part of her wanted to try.  As off-putting and abrasive as Faith could be, there was something magnetic about her, something that was calling out to Willow’s omega nature.

“Go on,” Faith told her.  “Touch it.”

This was a bad idea, for so many reasons.  Willow was still trying to put things back together with Oz after her indiscretion with Xander.  She had those feelings for Buffy that she couldn’t seem to rid herself of. She and Faith could barely stand one another.  And yet, Willow couldn’t stop herself from palming the thick shaft. It was so warm, twitching as she circled it with a trembling hand.

The contact made Faith hiss, and her hips pushed forward.  Without thinking, Willow responded by stroking the shaft. She was more entranced than anything else, and her touches were hesitant, at least until Faith took control.  Her hand cupped the back of Willow’s head, and she began thrusting into the omega’s palm, demanding more pleasure.

Willow was willing, no, make that eager, to give it her.  Her mouth watered at Faith’s scent, and her clit throbbed uncomfortably against her panties.  True, she was tentative when she flicked her tongue across the head of Faith’s cock, but that was only because the size of it made her cautious. But not for long.  There was wetness gathering around the slit, and when the first, tangy taste hit her tongue, Willow was lost. She opened her lips wider, letting Faith push inside.

“That was quick,” Faith laughed. It was a taunt that should’ve bothered Willow.  She’d never thought of herself as _that_ kind of omega.  Sure, she wasn’t the most assertive, but she still had her dignity.  Or at least she’d thought so. Right now, on her knees in a dank crypt for an alpha who aggravated her more than anything else, dignity seemed very far away.

Instead, her focus was on the thick cock in her mouth.  Her jaw ached from the strain, but that didn’t make Willow stop.  Quite the opposite. The only thing that bothered her was that she couldn’t take it all.  To compensate, she wrapped a hand around the base of the shaft, pumping it even while Faith began thrusting.

The rough treatment only made the ache between Willow’s legs worse and she dropped her other hand down to her center, rubbing herself through her jeans. The broad pressure was welcome, but before she could really get going, Faith stopped her.  “Not yet, Red,” she growled, yanking Willow’s arm aside.

Willow whimpered around Faith’s cock, but she didn’t try to fight her. Instead, she focused on sucking, trusting that the alpha would reward her obedience if she did her job well. Her submission seemed to mollify Faith. “Good girl,” she purred, and her hand threaded through Willow’s hair, stroking it with something that approximated affection.

But the hint of tenderness didn’t last for long. Faith used her grip to guide herself in deeper, thrusting relentlessly. Willow was barely able to avoid gagging, but she didn’t pull back. Already, she’d become addicted to the thick fluid spilling out of Faith’s cock and so she sucked greedily, and stroked faster, eager to taste more of it.

Faith’s grunt of approval only made Willow work harder. The burning heat between her legs was positively painful, and she knew the only cure would be having Faith inside her. But she also knew that wouldn’t happen until she finished this task and so she lapped desperately at the tip of Faith’s cock, murmuring with unconcealed need.

A last, uneven jerk of Faith’s hips signalled her climax.  Her shaft twitched and the stream of precome turned into a flood, her release pouring down Willow’s throat. Willow swallowed greedily, but in spite of her hunger, there was too much for her to manage it all. First, trickles of the heavy fluid slipped past her lips, and then she had to pull off entirely. Even then, her hand didn’t stop pumping, drawing out a final few spurts. Come streaked across Willow’s lips and cheek, some of it falling onto her sweater before the alpha finally stopped spilling.

When it did, both of them were left panting. Faith was trying to catch her breath, while Willow was eager to swallow down the last of the slayer’s thick come. She should have horrified by what she’d done, but all she felt was hunger.  The rich taste of Faith lingering on her lips made her want more, and she gathered up the stray streaks from her face, sucking them down with gusto.

It was a sight that had a definite effect on Faith. “Nice, Red. Real nice,” she chuckled. She brushed a hand across Willow’s cheek, and the touch made the omega’s skin flush. “Looks like you want a little attention of your own.”

“Yes.” Willow’s voice was shaking.  Faith’s teasing had raised a sudden, wild fear that the alpha would leave her like this, and the thought was unbearable.

Mercifully, Faith just said, “Sounds five by five.”

Her finger hooked underneath Willow’s chin, drawing the omega back to her feet.  Willow scarcely had time to get her bearings before Faith’s lips were on hers, claiming a deep kiss. Only then did it occur to Willow that she’d just gone down on an alpha she’d never even kissed, but it was too late to care about that. Faith mouth was hot and hungry, and her hands were sliding under Willow’s sweater, searching for bare skin.

Those first touches made Willow’s pulse race, and she craved more. She lifted up her arms, an invitation that Faith was happy to take.  Willow’s sweater and shirt were yanked off together, and then her bra was ripped open.

There was no opportunity for Willow to worry about the ruined garment, not with Faith’s hands seizing her breasts. Her nipples were stiff when the slayer’s rough palms pressed against them, and though the contact was electric, it was only the beginning. Faith pinched one stiff point between her thumb and forefinger, while the other she drew between her lips. Willow’s knees buckled, but she was caught by the slayer’s irresistible strength. One hand was all it took to scoop her up and carry her across the room, setting her down on the large sarcophagus at its center.

Faith’s hands and tongue continued lavishing attention on Willow’s breasts, but it wasn’t enough. She could remember her first heat, before she went on the meds, shaking and sweating in agony on her bed, and this was just as bad. Willow’s whole body was on fire, and she could feel her wetness soaking through her panties. Worse, Faith didn’t seem to be in any hurry to relieve her suffering. Her erection had returned, but she was content to let it press against Willow’s belly, not moving either it or her hands any lower.

Willow didn’t want to beg, but it was too late for pride. “Please,” she murmured.

Faith looked up from her breast, dark eyes filled with a fire that was unmistakable even in the low light. “Please what?”

“Please, I need more.”

For a moment, it seemed as if that was good enough. Faith unbuttoned Willow’s pants and yanked them off, leaving her clad only in a pair of ruined white panties. The slayer’s hands slid up her legs, and Willow trembled with with anticipation.

But Faith stopped short. Instead of attending to Willow’s aching sex, her hands curled around the omega’s rear, pulling her into another kiss.  Willow whined into the slayer’s mouth. She needed more than kisses now, no matter how heated they were.

And Faith knew it. With one climax behind her, she was able to maintain her slow pace, her hands coming just close enough to Willow’s sex to further inflame her without actually touching it. Lacking other options, Willow pressed up against Faith, rubbing herself against the slayer’s shaft. Even the inadequate pressure was something, and she hoped that it would stoke Faith’s own desire enough to get her to end Willow’s torment.

But Faith wasn’t going to be undone so easily. She moved Willow back with those strong hands of hers, and smirked. “Don’t be so impatient.”

“Why not?” Willow gasped, summoning up the last shreds of her defiance. “You were.”

That made Faith laugh. “I guess that’s true.”

As if to reward Willow for the insight, she slid a hand between the omega’s legs and at last, she didn’t turn aside. Two fingers pressed on the outside of Willow’s panties, making the cloth rub against the whole area around her clit.

Willow moaned as she fell forward, her hands grabbing desperately at Faith’s shoulders. Even a few passes of Faith’s hand had her approaching her limit, but it wasn’t going to be that easy. Just as she began shaking, Faith pulled back. The only consolation was that she didn’t go far, her hands grabbing hold of Willow’s panties and yanking them down.

At the feeling of air hitting her sex, Willow bit back a scream, while Faith took a moment to enjoy the view. “Fuck, you’re soaked,” she purred, her voice husky. “That’s good, ‘cause I’m betting you’re real tight too.”

Her hand was stroking her cock as she spoke, and the sight made Willow’s inner muscles clench frantically around nothing. She _had_ to have it inside her now. “Find out,” she dared Faith.

The slayer pulled Willow up into her arms, angling their bodies so that her cock was brushing against Willow’s entrance. “Oh, I will.  After you say it.”

“Say what?” Willow croaked, unable to think of anything but the teasing pressure of Faith’s cock.

“That it’s me you want. Not dog boy. Not your precious Buffy. Me.”

Once, the reminder of her erstwhile boyfriend and her crush would have given Willow pause, but not anymore. As much as she liked Oz, he’d never made her feel like this, and Buffy didn’t want her that way. But Faith did, and it was Faith who could offer Willow the relief she so desperately needed.

“You, Faith,” she begged. “I need you.”

At last, Faith was satisfied.  She tugged Willow downward, and when the broad head of her cock began spreading her entrance, Willow cried out.  It felt even thicker than it looked, and for a desperate moment, she wasn’t sure if she could take it.

Mercifully, another jog of Faith’s hips was enough to make Willow’s body yield. The thrust brought the alpha halfway inside, and after being denied so mercilessly, the sudden relief was more than Willow could take.  A powerful, unexpected climax ripped through her, the pleasure so sharp that all she could do was cling desperately to Faith as it overtook her.

It also released a flood of wetness, enough that Faith was able to fully sheath herself in two more strokes. The fullness made Willow spasm even harder than before. She’d never been stretched like this, and the intensity was almost more than she could bear.

And yet her body still craved more. Her hips pushed down greedily, trying to take every last bit of the alpha inside her. “Fuck,” Faith mumbled. The harsh edge was gone from her voice, replaced with raw need, and Willow felt a flicker of pride at being its cause.

Faith’s strong arms held Willow in place as the slayer began to thrust upward; without them, she surely would’ve collapsed. Willow had had sex before, but it had never been like this. Faith’s raw power was incredible, and Willow’s fingers dug into the slayer’s muscles, trying to find something, anything, to anchor her amidst the storm.

Screaming helped. Willow had never been particularly loud, but Faith tore out sounds she hadn’t known were in her. The pace the alpha set was hard, one of her hands gripping Willow’s rear to thrust even deeper while the other tugged on her hair. Under other circumstances, the pressure might have been painful, but now it only inflamed Willow’s lust.

So did the feel of Faith’s teeth latching onto her neck. The slayer didn’t quite break the skin, but the sharp sensation was enough to send an electric current running straight down Willow’s spine. Her inner walls clenched, and she doubted she was going to last much longer.

Faith wasn’t far off either. Her hand dropped to Willow’s other hip, the improved grip letting her rut even deeper. She was hitting spots no one and nothing had before, and the pressure was too much for Willow. Somewhere in the punishing rhythm, she collapsed entirely.  Her whole world was swallowed up in a blinding flash of ecstasy, blotting out their drab surroundings.

But not Faith’s climax. Willow was acutely aware first of the alpha’s powerful body tensing, and then the feel of her come pouring out. Each heavy spurt triggered Willow’s inner muscles to flutter greedily, trying to claim every last drop.

Faith was happy to give it to her. After a few more thrusts, she stopped moving, but only when she was buried all the way to the hilt. She held Willow in place through a long climax, spurting into her over and over, grunting with each pulse.

After she was finished, Faith didn’t bother savoring the afterglow. Without warning, she pulled out, and Willow whimpered, uncomfortably empty once more. Nor was she the only one not fully satisfied. Much to her surprise, Faith was still hard. Her sticky shaft bobbed in front of her, not just erect but with a distinct swell taking shape at its base.

_Oh Goddess, she’s forming a knot._

Willow had read about knots, but she’d never seen one herself. Only alphas formed them, and only when mating with an omega in heat. In theory, Willow’s suppressants should’ve prevented the reaction, but it was already clear that her meds had thoroughly failed.

Faith ran a finger along the length of her shaft. “So Red, do want to call it a night, or do you think you’re ready to take _all_ of me?”

Willow should’ve been intimidated but it wasn’t just Faith being affected by her heat. As thoroughly fucked as she’d already been, it wasn’t enough. This alpha was offering her more, and Willow had to have it. “I can do it,” she insisted. Her hand went to Faith’s cock, stroking the massive length eagerly. It throbbed with its own heartbeat, and Willow’s mouth watered in anticipation.

“Turn around,” Faith demanded. “Hands against the wall and spread your legs.”

Willow did as she was told. The crypt wall was rough against her palms, but that didn’t seem important now. All that mattered was Faith, and the pleasure she was about to deliver. Willow shivered as Faith’s hands seized her hips, and when she felt the head of the slayer’s cock brush against her opening, her legs went wobbly.

She didn’t fall though, not with Faith’s strength bracing her. All Willow had to worry about was taking the slayer. Already stretched and lubricated with Faith’s come, the head of her cock slid in more easily than before, but her knot was a different story. When the thick bulge pressed against her, Willow whined. She wasn’t sure she could take it, but at the same time, she was desperate to try.  She pushed back against Faith, wriggling her hips in an effort to work the bulge inside. Faith grunted, driving in harder, and Willow feared she might break apart. But then her body opened up, and with a sharp thrust, Faith was, finally, all the way inside her.

Willow thought she’d been full before, but this was beyond what she could’ve imagined. Her whole body was on fire from the stretch. In this position she might not have been able to see Faith, but she could feel nothing else.

Faith couldn’t thrust as freely with the two of them tied together, but Willow felt every move she made even more than before. It was as if Faith was hitting all of her sensitive spots at once, stimulating Willow in ways she hadn’t thought possible. “Faith,” she whimpered. “Oh Goddess, Faith, more. _Please_.”

The repetition of her name inflamed the slayer even further. She bent low, pressing her clothed breasts against Willow’s back, her teeth digging into the omega’s shoulder. Willow couldn’t touch her in return; indeed, she couldn’t do anything but feel. Every harsh thrust, every time Faith would slip a hand around to rub her clit, was bliss. At last, Willow was getting everything she needed.

Faith was just as overwhelmed. “Fuck, Red,” she muttered. Her grip on Willow’s rear tightened, even as her movements became more frantic. She was buried so deep that her pelvis was flat against Willow’s body, and her next bite was hard enough that Willow was sure it would leave a mark.

That possessive gesture was the last straw.  Willow’s eyes squeezed shut as she hit another, even more powerful peak. There was nothing real but the burning ecstasy between her legs, even as it spread to engulf her entire body. The sensations were only heightened when Faith followed her over the edge. A long groan came from the slayer, and Willow felt massive spurts of come splashing against her inner walls.

This time, it seemed as if neither of them could stop. One climax blended into the next for Willow, and Faith was no less enduring. Willow couldn’t believe how much the alpha was pumping into her, the feeling of being filled with hot fluid pushing her own pleasure to new heights. It was too much, and yet she wouldn’t give it up for anything, screaming and thrashing in Faith’s grasp until her whole body at last went limp.

***

Willow’s head was too fuzzy for her to remember how she ended up on the floor of the crypt with Faith pressed up behind her. The dusty stone should’ve been uncomfortable against her naked body, but she didn’t care. The flame of her lust had been banked at last, but that didn’t mean reality had fully returned. Her legs felt like rubber, and she suspected she’d be sore for a week, but it was in the best way. A wonderful hum filled her body, a satisfaction deeper than she’d ever known.

One of Faith’s hands reached around to rub Willow’s stomach, a gesture that felt oddly tender. “Faith,” Willow murmured. “That was…”

“Yeah. Gotta admit, I didn’t think you’d be such a hellcat in the sack.”

It was strange to blush at a compliment after doing such filthy things, but Willow did. Surprisingly, she cared that Faith had enjoyed this as much as her. She may not have loved the slayer, or even especially liked her, but what they’d just experienced was so powerful that it felt as if it formed a connection between them. “Do you think you’d want to try it again?  Like, maybe in an actual bed?”

“Don’t go making us mates just yet, Red.”

“I’m sorry I said anything,” Willow blurted out, feeling like an idiot. Sex, even mind blowing sex, was a silly basis to move forward on, and Faith was still Faith, no matter how hard she’d just made Willow come.

But then Faith laughed, and the sound was far more fond than cruel. “Don’t be. I definitely wanna go again. I just don’t want us getting ahead of ourselves.”

At that reassurance, the strange knot that Faith’s dismissal had formed inside Willow’s gut un-tied itself, and she said, “That sounds fine to me.”

The slayer’s lips pressed against the mark she’d made on Willow’s back, and Willow sighed happily.  Faith was right that it was way too soon to say what this was, but they’d get to find out together, and that was a pretty exciting thought.


	2. Chapter 2

**Notes for the Chapter:**

> I thought this was just a one-shot, but the story just wouldn't let go of me, so here's another chapter. Plenty more smut, with extra feelings now thrown in.

“Aw c’mon, Red.”

Faith knew she was whining, but she couldn’t help herself. In the past, she’d generally enjoyed her ruts, but this time, she couldn’t just find a willing playmate and fuck them silly. Willow wouldn’t appreciate that very much, and although it had only been three weeks since their initial hook-up, Faith found herself caring about what the omega thought. That was an uncomfortable enough feeling under most circumstances, but right now, it left her in an annoyingly dependent position.

“You really need to go _again_?”  Willow was incredulous, and Faith couldn’t blame her. Even for a rut, these frequent, sharp recurrences of her need were pretty bad.

“It’s your fault,” she protested. Even without Willow touching her, being this close to the omega was enough to make Faith’s cock swell. Tight jeans hadn’t been a good choice for patrol, even if it was too late to do anything about that now.

“Well, that’s flattering, I guess.” Willow smiled at her, the setting sun illuminating the expression beyond even its usual brightness. For an instant, a swelling of Faith’s heart warred with the pressure on her cock. She hadn’t started out looking for a relationship, but she couldn’t deny that having someone look at her that way was nice.

Unfortunately, Willow’s expression turned doubtful. “I’m not really sure I can, though. I mean, I’m still pretty sore from all the times I, um, helped you out yesterday.”

Under other circumstances, Faith would’ve teased Willow over her reluctance to name what she’d done so enthusiastically, but the painful throb against the front of her pants was a more pressing concern. “How about a blowjob then?” she asked plaintively. “I’ll make it up to you later.”

To her immense relief, Willow nodded. “Okay, fine. If this is anything like my heats, I know how much you must be hurting. But you have to be nice about it. No bossing me around.”

“I thought you liked me bossing you around, Red.”

Willow’s hair wasn’t the only thing on her head that was red just then, but she still insisted, “Well, maybe sometimes, but right now I’m doing you a favor.”

“Fine,” Faith conceded. She would have agreed to nearly anything if it brought her relief. _Not that I’m going admit that to Willow._

The omega dropped to her knees, and Faith leaned back against the outer wall of the old warehouse. Sunnydale’s plethora of isolated buildings might have provided good hideouts for vamps and demons, but they were also ideal for carrying on a clandestine affair. _Why won’t she tell anyone she’s fucking you? Maybe she’s ashamed of it._

The thought fled from Faith’s mind as soon as Willow unfasted the button of her pants. Too impatient to let the omega finish the job herself, Faith yanked them down below her hips, taking her underwear along. Her cock sprung free, and just the release from confinement, the feeling of warm air on the shaft, was enough make Faith groan with relief.

Willow wrapped a hand around the base, squeezing gently while she leaned down to place a kiss at the tip. “Don’t tease,” Faith growled, but all that earned her was a disapproving look from Willow and the removal of that soft hand.

“I said don’t be bossy. Otherwise, you can take care of this yourself.”

Faith gritted her teeth. “Okay, okay, you made your point.”

“Good.” Willow took Faith back in her hand, and this time, she began to jerk her off. The motion was slow, but in Faith’s agitated state, it was still heaven. Her hips jerked, and it took a considerable effort to keep from fucking Willow’s palm.

Mercifully, Willow didn’t make her wait _too_ long before doing more. After a few long strokes, she leaned forward and drew a little of Faith’s cock between her lips. Much like their first time, she began slowly, but now it wasn’t from hesitation. Instead, she seemed to enjoy drawing this out, at first only sucking on the head, while going a little bit deeper every time.

It was sweet torture. Faith was full to bursting already, trembling with every bit of pressure, and every pass of Willow’s tongue. A twitch of her length sent a spurt of precome into the omega’s mouth, eliciting a pleased murmur.

The clear sign of Willow’s enjoyment made Faith grin and she slid a hand into the omega’s hair. At first, she only stroked, but when Willow sucked her harder, Faith couldn’t keep from gripping. Fortunately, Willow was too absorbed by what she was doing to complain, instead squeezing the base of Faith’s cock. Without the presence of an omega’s heat, there was no true knot there, but Faith was still swollen, and the pressure was overwhelming.

As much as she hated for this to end, her rut wouldn’t let her hold back any longer. With a low growl, she lurched forward, going as far into Willow’s mouth as the omega would allow. Her release came in heavy spurts as Faith pumped out a veritable river of come. Willow had gotten better at swallowing, and she sucked down Faith’s release greedily, only allowing a few drops to escape past her lips despite how long it took for the flood to taper off.

Faith let out a heavy sigh, but there would be no gentle come-down for her. She had only just slumped back against the wall when she heard the sound of footsteps rounding the corner. _Dammit, I thought we’d swept the place thoroughly._

Her head jerked up at once, but it was no vampire advancing toward them. No, it was something far worse. A vamp she could’ve just staked. It wasn’t going to be so easy to deal with Buffy.

Faith tried to give Willow some kind of warning, but in her post-orgasmic lethargy, she didn’t outrace Buffy’s shocked, “Will!?”

Willow’s head snapped up. “Buffy!” she exclaimed, wiping her mouth clean like a kid caught sneaking treats, but the slayer had already shifted her attention.

“What the hell are you doing to her?” she yelled at Faith.

It was hard to act defiant with your pants around your knees, but Faith did her best. She spun to face Buffy and snapped, “Nothing she didn’t agree to, so back the fuck off, B!”

Buffy looked back to Willow. The omega was too shocked to actually say anything, but she did manage a small nod, which was enough to make Buffy’s eyes widen. “Seriously? You’re doing it with _Faith_?”

Faith yanked her pants back up. “What do you mean ‘with Faith?’”

“I mean I thought you were trying to fix thing with Oz,” Buffy explained, not very convincingly.

Willow finally located her voice. “Oz and I are done.”

“Maybe if you hadn’t been so busy deciding whether you were going to screw Angel again, you would’ve noticed,” Faith added.

Buffy’s face was turning red, although it was hard to say whether it was from anger or embarrassment. “Angel and I have nothing to do with this!”

Willow rose to her feet. “Oh really, Buffy? You’re with somebody who tried to destroy the world, and you’re going to get mad at me for dating Faith?”

“Dating?” Buffy’s voice dripped with scorn. “She has you on your knees behind some filthy warehouse. That doesn’t look like a date to me.”

“Well, what choice did I have?   _You_ certainly weren’t interested in dating me!”

As soon as Willow said those words, she realized she’d made a mistake. Buffy stared at her in shock, while Faith felt her heart drop straight into her stomach. She’d known all about Willow’s crush on her fellow Slayer, and yet, to hear it put like that, to be reminded that she was the second choice...

Before either she or Buffy could think of a reply, Willow blurted out, “I didn’t mean that,” although it wasn’t clear who she was addressing. Rather than wait for them to ask for clarification, she ran off into the gathering darkness, leaving the two slayers facing one another.

“Now look at what you’ve done,” Buffy snarled. Without Willow there, the other alpha’s aggressive side was more unrestrained, and Faith could feel her own hackles rising in response.

“What _I’ve_ done?” she barked back. “You’re the one who jumped down her throat. And what are you even doing here, B?  You were supposed to be on the other side of town with Xander.”

“I got curious why the two of you were doing so many patrols together.  I guess I was right to worry.”

Faith took a step toward Buffy. Her fists balled up, and a shiver of rage ran through her. At Buffy, at Willow perhaps; she couldn’t tell, and she didn’t really care. The anger at least kept her from thinking about anything else.  “Where do you get off worrying about what I’m doing with Red? I thought we were supposed to be friends.”

Buffy didn’t back down either, advancing until she and Faith were nearly nose to nose. “Really? You’re going to ask me why I worry after what happened with Xander.”

 _Fuck. That shit again._ Faith’s shoulders slumped. What had happened with Xander had been a mistake. He’d turned up at the motel in the middle of her last rut, and she’d figured there was no harm in a little stress relief. But then the omega had gotten clingy, and Faith had needed to blow him off hard. “That was different,” she protested, but without much conviction.

“So you’re not just fucking another one of my friends to amuse yourself without worrying about who might get hurt?”

Faith didn’t know what to say to that. That was how it had started between her and Willow; a cute omega was going into heat, and Faith had been bored and horny after a bout of slaying. But if it was no more than that, why had Willow’s words hurt so much?  In the end, all she managed was a feeble “Fuck you,” before retreating back into the night and her own misery.

***

Laying on the shitty bed in her shitty motel room, Faith had only fallen further into her sorrows.  This was why caring was for suckers. All getting close did was offer the other person a better chance to stick a knife between your ribs, and she got enough of that while slaying.  Better to just get off and go, before feelings got involved.

But Faith hadn’t obeyed her own rules. She’d started to actually like Willow as something more than a good time, and now she was paying the price. There was an uncomfortable ache in her chest every time she thought about how Willow clearly didn’t feel the same way, a pain she couldn’t banish by screwing some random omega behind the Bronze.

_Well, what did you expect to happen?_

Of course Willow really wanted to be with Buffy. Everybody wanted Buffy. She had been Xander’s crush too, long before Faith even met him. Most of the omegas at Sunnydale High wanted to fuck her, and plenty of betas and alphas too. Vampires wanted to fuck her. Hell, even Faith had thought about it, and she didn’t usually like other alphas. She was nothing but the substitute slayer, and she might as well get used to it.

Her unhappiness was compounded by the fact that her rut didn’t respect her desire to wallow. Faith’s conscious mind might have been completely uninterested in sex but her erection had returned and though the throbbing wasn’t quite painful yet, it soon would be.  With a sigh, Faith tugged down her boxers and wrapped a hand around the shaft. Jerking yourself off was a poor substitute for the real thing, especially during a rut, but she definitely wasn’t in the mood to go find someone to help her out.

She’d only managed a couple of strokes when she heard the knock on her door. “Go away,” she snapped. All she wanted was to take care of this problem, get some sleep, and maybe not have to feel anything for a few hours.

“Faith, it’s me.”

At the sound of Willow’s voice, Faith’s hand dropped away from her cock. She wasn’t sure if Willow was the last person she wanted to see to or the only one, but she couldn’t deal either way.  “I said, go away, Red.”

“Please, Faith. I really need to talk to you.”

“I think you’ve already said enough.”

“Fine.”

There was such dejection wrapped up in that one word that Faith couldn’t bear it. Cursing her own weakness, she yanked her boxers back up and rushed across the room. By the time she opened the door, Willow was already leaving, but she she turned around at once.

Her eyes were red and tear streaks marked her face. Faith felt another of those uncomfortable lurches in her chest. “Come in,” she mumbled. They stepped back into the motel room, and Faith asked, “What did you want?” her tone wavering between accusatory and sympathetic.

“To say how sorry I am.”

“Yeah, well, I’m sorry too, but at least now we know how you really feel.”

“But we don't!” Willow blurted out. “At least, you don’t. Not anymore.”

A spark of optimism ignited inside Faith, but her guard remained up. “What do you mean by that?”

“I mean…”  Willow blinked back fresh tears.  “I mean that where this started isn’t where it is now.  At first, I did want to get over Buffy. And Oz. And I guess Xander too…” She covered her face with her hands.  “When did my life get so complicated?”

In spite of the tension, Faith had no choice but to laugh.  “I dunno, Red.”

“I don’t either. But what I’m trying to say is that I don’t feel that way anymore. When I ran away tonight, I felt horrible, and not because Buffy found out I used to have a crush on her.”

 _Used to?_ Faith thought, but Willow kept talking before she could ask about it.  “It was because of you. Because I didn’t want you to think that I’d settled for you. You’re so much hotter than anyone else I’ve been with, or thought about being with, and you’re the one that I want, and now I’m really babbling, but I had to say this before it was too late and I totally ruined things with you forever, and I’m going to stop talking now.”

 _Fuck_. Faith really had meant to stay mad. But between the apology and just how damn cute Willow was when she rambled on, she couldn’t sustain the anger. “It started out different for me too.” She shook her head. “It was the start of your heat, and I figured we could both use a good screwing, plus…” She hadn’t admitted this last part, not even to herself, until just then. “Maybe I liked the ego boost from nailing another one of B’s little friends. But that’s not all I want it to be. Not anymore.”

She could see the hope in Willow’s eyes, and it was a reflection of her own. “It’s not?”

“No.  Damn it, I’m no good at this, but I don’t want this to just be some random fuck and when I thought that’s all you wanted, it hurt.”

“I didn’t mean that. It just came out because I was angry at Buffy, and it was what I felt at the beginning. Please, don’t be mad at me now.  I mean, your feelings changed too, right? So maybe its not too late for us to accept that we’ve both changed and keeping going together.”

There it was: a chance for Faith to bail on this.  But not really. Really, it was too late for that. She didn’t want to go back to laying there, alone and depressed, in a piece of shit motel.  Not when this adorable, brilliant omega was offering her something better.

“Yeah, we can forget about that shit.  Only, from now on, can you not act like I’m your dirty little secret?”

Willow sniffled away the last of her tears, replacing them with an awkward smile. “I can do that. I just didn’t want the drama about us dating, I guess. With Buffy, or Xander, or Oz… And now we’re back to how weird my life has gotten.”

Faith licked her lips. “How about I make it simpler?”

Willow’s eyes widened slightly. “How do you want to do that?”

“I was thinking I’d throw you on that bed, and eat you out until you scream.”

An adorable blush crept up Willow’s neck, rapidly reaching her cheeks. “Oh. Oh, my. That sounds like a…”

“Good idea?”

“Mm hmm.”

Without further hesitation, Faith scooped Willow up in her arms. Being so close to the omega, breathing in her scent, made her own lust surge, but she shoved that aside. Back at the warehouse, she’d been selfish; now, she needed to show Willow she could do better.

As they crossed the room, Willow covered Faith’s face with kisses, and when she was laid down on the bed, there was a breathtaking glow on her face. _She really does want me_.

She made short work of Willow’s sweater, shirt, and, bra, only then pausing to admire the sight of the omega’s pale skin flushed with her desire.  Already, Willow’s nipples were rock hard, begging for a touch that Faith was only too happy to provide. She pulled one between her lips, while using her thumb to toy with the other, and it wasn’t long before Willow was squirming beneath her. The omega wrapped her legs around one of Faith’s, grinding her core shamelessly against the bare skin.

“Fuck, you want it bad,” Faith hissed.

“And you’re so, you know, again. You know, we could just…”  Once again shy about saying the words, Willow spread her legs in invitation.

“I thought you were too sore.”

“I don’t care. I want you.”

At the thought of feeling Willow wrapped around her, wet, and tight, and hot, Faith’s cock twitched, the head slipping out through the hole at the front of her boxers.  And yet, she had her priorities. “You first. Then we’ll fuck.”

Still, too much patience wasn’t in order.  Faith slid lower, and by the time she reached Willow’s waist, the hacker was unbuttoning her own pants. One tug from Faith took them and her panties off together, letting her inhale more of the omega’s incredible scent. Her mouth watered as she stroked Willow’s soft inner thighs, coaxing them further apart.

Arousal covered Willow’s sex, and Faith lapped it up eagerly before moving onto the real prize. The omega’s clit was already peeking from beneath its hood, making it easy for Faith to find. Remembering how Willow had teased her earlier, she began with a few slow flicks of her tongue, but when a needy whimper came from above her, she decided not to waste more time.

She drew Willow between her lips, sucking on the shaft of her clit even as her tongue kept painting circles on it as well.  Above her, Willow thrashed and moaned, and Faith throbbed in response. She was so hard that she was practically tearing out of her boxers, unable to keep from rubbing against the mattress as she pleasured Willow. It wasn’t her fault. The omega tasted so good, and the promise of being inside her soon was beyond enticing.

Luckily, Willow was just as crazed. Her hips bucked against Faith’s face, a stream of babble pouring out of her mouth as her pleasure built. A steady, firm motion of Faith’s tongue produced an equally steady flood of wetness to cover the alpha’s chin. She gripped Willow’s hips, holding her close, and when she flicked her tongue back and forth once more, that was it. Willow let out a long wail as her body tensed, stiffening with the force of her climax.

Faith would’ve been happy to keeping pleasuring her through it, but when Willow whimpered, “In me. Now,” she didn’t have to be told twice. She swiftly peeled off her tank top and boxers before leaning in to share a messy kiss with her lover.

Their first time together, the fit had been difficult, and even with experience and a copious amount of wetness to ease her entry, Faith still had to go slowly. Willow didn’t make that easy.  Her hips pushed down against the swollen head of Faith’s cock, and it only took a few well-lubricated strokes before Faith was able to push past the tight muscle of the omega’s entrance.

On edge already, in the grip of her rut, the sudden pressure of Willow’s pussy around her was more than Faith could take. A desperate groan escaped her as her orgasm began, and all she could do was thrust deeper as heavy pulses poured out of her cock. She didn’t want to finish so fast, but her wants didn’t matter. Need had hold of her, the bliss of her release all that she could feel.

Willow didn’t seem upset by the speed of her climax. As Faith pumped more come into her, she dug her fingers into the alpha’s shoulder blades, clutching tight. “Faith,” she panted, “Oh, Faith, yes.”

Even though she’d peaked once, Faith didn’t stop. Her rut was consuming her, and her cock lost none of its fullness as she began thrusting. Beneath her, Willow whimpered and cried out, whatever soreness she might have been feeling overwhelmed by pleasure. Faith could still scarcely believe what a wildcat the shy omega had proven to be, or how lucky she was to be claiming her like this.

“Yes,” she panted. “That’s it. Say it. Say my name.”

“Faith,” Willow repeated. “Faith, Faith, Faith…”

Somewhere in that chant, she tipped over. Faith felt the omega’s inner walls clench around her shaft, making every thrust a fight against Willow’s reluctance to lose even an inch. She gripped the Willow’s hips for better leverage, making slower but even deeper strokes, fucking the omega hard through her climax.

“That’s right.” Faith’s voice was tight, strained not just from effort but emotion. “You’re mine, Red. You’re mine and I’m yours.”

Some part of Faith was surprised by the words coming out of her, but they felt right. They also made Willow even wilder. She ran her hands down Faith’s sides, grabbing her breasts as she pushed herself further onto the cock filling her. Her earlier reserve was entirely lost as she begged, “Take me, Faith.  Take me, I’m yours.”

“Mine,” Faith repeated. She was completely wild now, lost in her passion as she fucked Willow. More than she could ever remember being, she was totally absorbed, caring for nothing but this moment, this omega. _My omega._

Willow nipped at her ear, her breath hot. “Goddess, yes.  Fill me up again, Faith. Please. Please, Faith, fill me.”

“Oh god, Willow,” were the last words Faith managed. With a final, desperate thrust, she buried herself as deep as she could possibly go before letting loose another massive climax. Even for a rut, this one was intense, shooting through Faith’s whole body and filling her head with white light.  Around her, she could feel Willow peaking as well, her inner muscles tightening as she drew out all that Faith had to give. Over and over, Faith spilled, pumping come into her omega until at last fatigue overpowered desire, and she collapsed on top of Willow.

Given the concerns about soreness, Faith probably should have eased out immediately, but neither of them wanted to move. Instead, they just lay there panting until at last her cock began shifting back down. Her rut had been quenched for now, allowing Faith a modicum of clarity.

Willow, too, seemed to be coming back to herself. She stroked Faith’s back gently as she asked, “How’re you?”

Faith sighed, the sound one of pleasure, not resignation. “Five by five. You?”

She enjoyed the smile that spread across Willow’s face. “ _Really_ good.” She paused before asking, “Did you mean that stuff you said, about being mine, and me being yours?”

It was a harder admission for Faith to make outside the throes of passion, but it was still the truth, and this wasn’t the time to start lying. “I did.”

“I did too.”

Willow nuzzled her face into the crook of Faith’s neck, a soft purr slipping from her throat. It felt nice to have her there, and as Faith looked down at her omega, she felt something like peace. It was still scary how much she’d let herself feel for Willow, but she knew now that it was a hell of a lot less frightening than the alternative. She was in this for the long haul and, much to Faith’s surprise, that was just fine with her.


	3. Chapter 3

“You know, Red, when you told me to hurry over, I didn’t think this was what you had mind.”

Seated at the center of a circle of herbs, sticks, and other stuff Faith didn’t recognize, Willow put on her best puppy dog look.  “Oh, yeah, I guess I wasn’t that clear, but Buffy’s only going to be out of the dorm for a couple more hours and I really want to do this.”

Faith flashed her best suggestive smile. “There’s better ways to spend a couple hours without B around then doing some weird spell.”  

She’d been excited when Willow started college; with her girlfriend moving out of her parents’ house, Faith figured there’d be a lot more opportunities for them to get together. Unfortunately, the Rosenbergs had been replaced with Buffy, and while the other slayer had softened on their relationship, she’d also turned into a wicked bummer since getting dumped by an omega named Parker earlier in the semester.

“I know it’s been a while,” Willow said in a tone that made it clear she regretted their recent lack of sex as much as Faith did.  “It’s just, I’ve been working really hard on this spell, and if it works, it’ll let me help you out with slaying stuff. Plus, some of the herbs will go bad if we don’t use them soon.”

Faith shrugged. It was no use arguing with Willow when she got that pleading look in her eyes. “All right, all right. Just remind me what the hell this one is supposed to do.”

“It lets the witch tap into the power of their partner. I won’t become a slayer or anything, but for a few days, I’ll be faster and stronger than usual. For once, I’ll actually be able to pull my own weight on patrol.”

“You do fine, Red.”

Willow only shook her head.  “That’s nice of you to say, but I know I’m just backup. Without you or Buffy protecting me, I wouldn’t last 2 minutes in most fights.”

Faith held threw up her hands. “You win. What do I need to do?”

“It’s super easy.  All you have to do is hold my hands and I’ll take care of the rest.”

Faith joined her girlfriend at the center of the circle, receiving a kiss as her reward. It had been a strange transition from an alpha always on the prowl for her next lay to a loving girlfriend, but she was getting used to it. The same could be said of the pungent, overly sweet smell coming from the herbs. Willow’s studies of magic were definitely introducing Faith to some weird shit.

Willow took hold of her hands, and drew in a deep breath. “Okay, assuming I translated the codex correctly, this should be pretty easy.  You might feel a little funny, but it won’t hurt or anything.”

Before Faith could worry about what, “Translated correctly,” meant, Willow began chanting. Some of the words were in English, others in a language Faith couldn’t recognize, but they were definitely doing something. First the light in the room dimmed to the barest glimmer and then Faith felt a tingle run along her skin. Her heart raced, yet she felt fatigued at the same time. She tightened her grip on Willow’s hands, focusing on her girlfriend’s green eyes in an effort to achor herself. Unfortunately, what she saw wasn’t comforting. Even as she continued chanting, Willow’s pupils widened, confusion filling them.

“Willow, what’s....” Faith began to ask, but before she could finish the question, the dorm room’s lights flashed bright enough that she had squeeze her eyes shut. Even after the flare passed, it took several blinks before she could see clearly. The components that had made up the casting circle were scattered across the room, and Willow’s grip on her hands had gone slack. Her girlfriend teetered unsteadily before toppling into Faith’s arms, limp and quiet.

“Willow!  Are you okay?”

Faith’s heart pounded against her ribs. Not much scared her, but the idea of Willow being fucked up by something Faith couldn’t understand or fight definitely made the list. Fortunately, Willow’s eyes opened a second later and she smiled.  Even if it was a weak expression, it made Faith breath a little easier.

“I think so. But something went wrong with the spell. I don’t feel any stronger, just…” She looked away uncomfortably.

“Just what, Red?”

“Just funny.”

“Funny how?”

“You know…”  Willow shifted her eyes downward. “There.”

Normally, the evasion would’ve made Faith laugh. When she was actually getting it on, Willow could be horny as fuck, but when a conversation got dirty, she would turn adorably awkward.  This time, though, something else was going on. Faith’s eyes followed Willow’s, and the omega’s jeans weren’t enough to hide a surprising turn of events.

“Red, it looks like you’ve got a stake in your pants.”

Willow patted her own crotch, and her eyes grew wide. “What is _that_?”

“Guess there’s only one way to find out.”

Willow didn’t say anything while Faith removed her jeans, instead staring blankly. Through her white panties, the outline of the cock was clearer, and when Faith tugged them off, it sprang up, bobbing impressively in front of her.

“Yup,” Willow said flatly. “It’s an, um…”

“A dick.  A big one too.”

Willow starred at it for several seconds, blinking slowly. Behind her girlfriend’s eyes, Faith could see that brilliant brain of hers starting back up once more. “That’s it!  Faith, do you feel any different?”

“Not really. I mean, during the spell, it got weird for a sec, but I’m fine now.  Why?”

By way of reply, Willow leaned up to give Faith a passionate kiss. Faith’s surprise only deepened when Willow cupped her breast, toying with the nipple through the material of her tank top. The sudden pleasure made Faith gasp, but before she could really get going, Willow pulled back.

“What the hell was that about?”

Once again, Willow responded with actions instead of words, cupping Faith’s groin through her pants. “I thought so.”

Faith wasn’t sure what that meant, but something was wrong. Normally, it took very little attention from Willow to start her shift, but now there wasn’t even a stirring in her clit. “What the fuck?!”

Willow ignored her, too fascinated by her own thoughts to pay attention to anything else. “It was a mistake in the translation. I mean, even in English the words are almost the same, so it totally makes sense that I’d confuse the hieroglyphics. We barely even know what half of them mean, and…”

Faith grabbed Willow by the shoulders. “What. the. Fuck. Willow?!"

That got Willow’s attention. “Sorry about that. I thought the spell was supposed to transfer some of your power to me, but I think what the pictogram really meant was ‘potency.’ It was probably designed for omegas who wanted a chance to be alphas for a while.”

There was too much that was unclear in that explanation. “And how long is a while?”

A bashful look spread across Willow’s face. “I’m not sure. But maybe I can find out.”  She scampered across her room, not paying any attention to the fact that she was still naked from the waist down. After a quick rummage through a stack of books, she picked up a thick, particularly old-looking one and flipped through it for a minute. “That’s what I thought. According to this, the faster I use up the energy I borrowed, the faster it will return to the original owner.”

“Use up the energy?”

“You know, uh, have sex.”

 _Well, that figures._ “With me?”

“I kind of assumed. Unless you don’t want to, of course.”

That was a tricky one. Although Faith preferred topping, she had enjoyed getting fucked from time to time.  On the other hand, no one she’d been with had been quite so big. Ultimately, though, she didn’t have much of a choice. She wanted her alpha back, and she definitely didn’t want Willow to find someone else to speed up the process, which meant it was up to her.

As she walked over to her girlfriend, she got a better look at the cock between Willow’s legs.  Not only was it huge, but the more Faith starred, the more she suspected it was _hers_. The skin tones were different, matching Willow’s, but otherwise it looked very familiar.

“You know, I don’t remember you telling me that this spell was going to take away all of my power, or potency, or whatever the fuck.”

“I guess I overdid it.”

Willow was so cute when she was sheepish that it was hard for Faith to stay mad at her.  “I guess you did, ‘cause I gotta admit, that thing looks a lot bigger from this side.”

That made Willow laugh. “What, is the big, bad slayer intimidated?”

“Now that sounds like a challenge.”

And one Faith had no intention of backing down from. If her omega girlfriend could handle her cock, Faith wasn’t going to do any less. Without further preamble, she wrapped her hand around the shaft and gave it a nice, long stroke. The pressure made Willow moan, but then she said, “Wait.”

“I thought this was what you wanted.”

“It is, but, um, we can still be romantic about it.”

“Whatever you say, Red.”

Faith scooped Willow up in her arms, carrying her to her bed. Her girlfriend’s new cock wasn’t the only thing different about her. There was a change in Willow scent as well, a sharper tang reminiscent of an alpha, and she seemed to have inherited Faith’s sexual responses along with her cock. It didn’t take many kisses before she was fully hard and throbbing. Her hips seemed to move of their own accord as well, rubbing against Faith’s leg with a desperation that made the slayer chuckle.

“I thought we were taking it slow.”

“I know, but it’s like this thing has its own brain, and it’s a really dirty one.”

Faith smirked. “You noticed.”

The two of them swiftly dispensed with what remained of their clothes. The slayer traced every dip and curve of Willow’s pale skin with her hands and tongue while avoiding the painfully aching shaft pressed against her thigh.  There was something about the sight of Willow twisting beneath her, hungry for more contact, that was too sweet.

Finally, the teasing became too much and Willow let out a whimper.  “Faith, please.”

“If you insist.”

It was strange when Faith trailed her fingers along the side of the shaft, touching what was almost herself without feeling it. She did enjoy the way Willow’s mouth fell open though, along with the soft moan that came out. After just a few strokes along the thick length, there was already wetness beading at its head.

Faith suspected it wouldn’t take much to make Willow pop, but that wasn’t going to be enough. She might not have known much about magic, but she knew her inner alpha and a quick hand job wasn’t going to satisfy it. After a final squeeze, she let go of Willow’s cock, eliciting a pitiful whine from her girlfriend.

“Don’t worry, Red. I’ve got you.”

There was desperation in Willow’s eyes, but she lay back on the bed, trusting in Faith’s assurances. Faith was slightly unsure herself, but although this wasn’t something she was used to, she wasn’t going to turn back now.  She lowered herself onto the thick head slowly, groaning when it pressed against her entrance. The stretch walked the line between pleasure and pain, and even though Faith could enjoy a little of the latter, she had to clutch onto the sheets to brace herself.

While Faith got ahold of herself, Willow’s hands went to her hips, but she didn’t seem sure what to do with them. They just sat there, as frozen as her face. Her mouth was hanging open and her eyes were wide, staring up at Faith in wonder.

Faith felt as overwhelmed as her girlfriend looked. She’d finally managed to take the shaft all the way to the base and she’d never been so full, or so well stretched. For a moment, she didn’t do anything else, and even when she began rocking back and forth, she went slowly. Still, the movements were enough to snap Willow out of her stupor.  She traced her hands around the curves of Faith’s rear and began making little upward motions with her hips.

That was enough to send shudders through Faith’s whole body.  “Fuck, Red,” she muttered, “That’s… fuck.”

“Goddess, yes,” Willow mouthed back. “So good.”

Neither of them were used to their respective positions and it took time to find the right rhythm. Even the failed attempts were pleasurable though. The uneven jerks of Willow’s hips made Faith gasp, and inside her, she could feel the shaft pulsing.

When they settled into a workable motion, the throbbing grew faster and there was clear strain on Willow’s face. “Oh, Faith,” she moaned, burying her face in the slayer’s chest. Faith recognized the attempt to hold back a climax by focusing on something else, but Willow had no practice doing that. She had barely begun kissing Faith’s breasts when a strangled gasp came from deep within her. Her hips jerked once more, and then her body stiffened. Faith felt her girlfriend’s cock erupt, one heavy pulse of come after another splashing against her inner walls.

Faith wrapped her arms around Willow and pulled her close, letting her girlfriend spill out all she had to give. She wasn’t at the edge herself, but there was still something intensely pleasurable about this. It wasn’t just Willow’s moans, but the intimacy of their connection that turned her on, and a part of her was sorry when the spurts stopped.

She did notice that even then, Willow hadn’t softened. “Looks like you got my stamina along with my cock.”

“Yeah,” Willow panted, resting her head against Faith’s breasts. “It’s good cause you didn’t, you know, right?”

“Not yet.” Faith ran her hand down Willow’s back before giving her rear a good squeeze. “But you… we’re lucky female alphas don’t get pregnant easily, ‘cause you filled me up wicked good.”

There was a twitch inside her. “Goddess, Faith, when you say those things…”

“You love it.”

Willow blushed. “I do.”

“Good. Now, do you wanna keep going?  I haven’t gotten off yet, and I know you need another one.”

Faith squeezed her inner muscles down, pleased at Willow’s gasp. “Oh, yes. Only this time…” Her girlfriend’s blush deepened. “Could I be on top?”

 _There’s that alpha spirit._ “Sure thing, Red.”

Again, getting the movements right took some work, and it was only thanks to the tightness of the fit that Willow didn’t fall out of her entirely as they rolled over.  Once they’d gotten into their new position though, it seemed to ignite something in Willow. The tentative thrusts she’d made before were replaced with a rapacious energy that made Faith gasp.  As an alpha and a slayer, she’d gotten used to being in control, and laying pressed beneath her girlfriend and pounded like this was a bit disconcerting.

But she trusted Willow. It was still a hard thing for her to do sometimes, but since the previous year, they’d built a bond that Faith had learned to believe in. Rather than fight the loss of control, she dug her fingers into Willow’s shoulders and held on tight, letting her girlfriend have what she needed.

It was a concession she was amply rewarded for. Faith might not have been used to getting fucked this way, but it did have its points. Warmth was spreading further through her body with each thrust, a pleasure that was as delightful as it was different.

Her peak was already building when Willow lifted up just far enough that she could slip a hand between them, searching out Faith’s clit. Even if it was unable to shift, it was still plenty sensitive. When Willow drew circles across the head, Faith’s body jerked unevenly, and a cry that was louder than she’d expected tore out of her throat.

Willow looked down, a possessive look in her eyes. “Oh, Faith,” she growled hungrily. “You’re so beautiful.”

“You too,” Faith gasped, before she stopped trying to speak. Instead she locked her legs around Willow’s backside, holding her deep inside. Willow took the hint. Her thrusts became even harder, and Faith lost herself in their power, taking in everything this moment had to offer.

The two of them broke together, drawing each other over the edge in a mess of ecstatic sensations. Even as Faith felt Willow go rigid, she was clamping down, her inner muscles rippling around her girlfriend’s cock. The feel of Willow’s pleasure heightened Faith’s own, her spasms drawn out by the heavy spurts of come filling her further than she’d imagined possible. It was more than she could hold, and before her climax was done, a mixture of their releases had pooled beneath Faith’s rear. She was too lost in her bliss to care, pushing back against Willow’s thrusts, taking everything her girlfriend had until they were both spent.

Only when their groans and cries had tapered into soft moans did they stop.  Faith rolled them out of the wet spot, settling down on top of Willow in a corner of the narrow dorm bed. This climax seemed to have done the trick, because Faith could feel the cock inside her first soften and then disappear entirely as it retracted the way an alpha’s would after sex. Willow’s scent was changing too, settling back into the softer ranges Faith was used to.

“Thank you for that,” Willow panted. Her contentment mirrored Faith’s own feelings. This wasn’t what she was used to, but it had been satisfying all the same, all the more so because she had been doing it for Willow.

“Hey, it was my pleasure too,” she said, stroking Willow’s hair. “Plus, it gave me a new perspective on some stuff.” Willow gave her a quizzical look, and Faith explained, “That is a _lot_ of dick to take.”

Willow laughed, too blissed out to be embarrassed by the vulgar phrasing. “Well, I like doing it. And I learned a few things too. Like about all the growl-y stuff alphas do sometimes, and how hard holding back can be.”

Faith leaned down and kissed Willow’s cheek. “Definitely more of a problem for alphas. Especially when they’ve got an omega as hot as you.”

Willow’s return kiss was to Faith’s lips, and it was long and sweet. “I love you, Faith.”

“And I love you, Red. Weird magic experiments and all.”  Willow smiled warmly, and Faith added, “This one is over though, right?”

“I think so. I mean, it might be a little while before your alpha recovers enough for you to, you know, shift and stuff, but otherwise, yeah.”

“Good to hear. I mean, that was fun and all, but I’m not looking to switch places for good.”

“Me either,” Willow agreed. “Right now all I want to do is have my alpha hold me. Except…”

Her face fell and Faith asked, “What’s wrong?”

“Except we still have to clean all of this up before Buffy gets back.”


End file.
